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EXHIBIT 4.11
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NOTE PURCHASE AGREEMENT
Dated as of December 14, 2000
between
UNITED AIR LINES, INC.,
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
United Airlines 2000-2 Pass Through Trust Agreements,
Subordination Agent and Indenture Trustee
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TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
SECTION 1. Purchase of Notes.............................................2
SECTION 1.A. Certain Definitions...........................................2
SECTION 2. [Reserved.....................................................3
SECTION 3. Conditions Precedent..........................................3
SECTION 4. Representations, Warranties and Covenants of United...........8
SECTION 5. Representations, Warranties and Covenants of Other Parties...10
SECTION 6. Notices......................................................15
SECTION 7. Expenses.....................................................15
SECTION 8. Miscellaneous................................................15
SCHEDULES
Schedule I Names, Addresses and Wire Instructions
Schedule II Notes, Purchasers and Purchase Prices
</TABLE>
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NOTE PURCHASE AGREEMENT
This NOTE PURCHASE AGREEMENT, dated as of December 14, 2000 (this
"Agreement"), between UNITED AIR LINES, INC., a Delaware corporation ("United"),
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association (the "Bank"), not in its individual capacity,
except as otherwise expressly provided herein, but solely as trustee (in such
capacity, the "Pass Through Trustee") under each of the four separate Pass
Through Trust Agreements (as defined below), subordination agent (in such
capacity, the "Subordination Agent"), and indenture trustee (in such capacity,
the "Indenture Trustee") under the Indentures (as defined below).
WHEREAS, United is the owner of twelve Airbus A319-131 aircraft, six
Airbus A320-232 aircraft, seven Boeing 757-222 aircraft, three Boeing 747-422
aircraft and nine Boeing 777-200ER aircraft (collectively, the "Aircraft") for
which it desires to obtain financing;
WHEREAS, pursuant to each Trust Indenture and Mortgage, dated as of the
date hereof (each, an "Indenture"), between United and the Indenture Trustee
thereunder, United proposes to issue up to five series of equipment notes (the
"Notes"), of which United proposes to issue four series on the Closing Date and
may, in the future, issue such fifth series, all of which, regardless of when
issued, are to be secured by the mortgage and security interest in the related
Aircraft granted pursuant to such Indenture by United in favor of the related
Indenture Trustee and to be subject to the subordination provisions contained
therein;
WHEREAS, Series A-1 Notes, Series A-2 Notes, Series B Notes and Series
C Notes with respect to each Aircraft (each, a "Series") will be issued on the
Closing Date (as defined in Section 1 below) to the Subordination Agent acting
on behalf of the Pass Through Trustee for the applicable Pass Through Trust as
evidence of United's indebtedness to the Pass Through Trustee;
WHEREAS, pursuant to each of the Pass Through Trust Supplements (the
"Trust Supplements"; and together with the Basic Pass Through Trust Agreement,
the "Pass Through Trust Agreements"), on the Closing Date (as defined in Section
1 below), a separate grantor trust (each, a "Pass Through Trust") will be
created to facilitate certain of the transactions contemplated hereby,
including, without limitation, the issuance and sale of enhanced pass through
certificates pursuant thereto (collectively, the "Pass Through Certificates") to
provide the financing of the Aircraft;
WHEREAS, part of the proceeds from the issuance and sale of the Pass
Through Certificates will be applied by the Subordination Agent, acting on
behalf of the Pass Through Trustee, to purchase from United on behalf of each
Pass Through Trust, the Notes bearing the same interest rate as the Pass Through
Certificates issued by the related Pass Through Trust; and
WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) Westdeutsche Landesbank Girozentrale, a German banking
institution organized under the
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[(2000-2) Note Purchase Agreement]
laws of the State of North Rhine-Westphalia, Germany, acting through its New
York branch (the "Liquidity Provider") entered into four revolving credit
agreements (each, a "Liquidity Facility") for the benefit of the United Airlines
2000-2A-1 Pass Through Trust, the United Airlines 2000-2A-2 Pass Through Trust,
the United Airlines 2000-2B Pass Through Trust and the United Airlines 2000-2C
Pass Through Trust, with the Subordination Agent, as agent and trustee for the
Pass Through Trustee on behalf of each such Pass Through Trust; and (ii) the
Pass Through Trustee, the Liquidity Provider and the Subordination Agent entered
into the Intercreditor Agreement, dated as of the date hereof (the
"Intercreditor Agreement");
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Purchase of Notes. (a) Subject to the satisfaction or waiver
of the conditions set forth herein, on December 14, 2000, or on such other date
agreed to by the parties hereto (the "Closing Date"):
(i) the Pass Through Trustee for each Pass Through
Trust shall pay to United the purchase price set forth on Schedule II
for each Note being issued and sold by United to such Pass Through
Trust; and
(ii) United shall issue, pursuant to Article 2 of
each Indenture, to the Subordination Agent, on behalf of the Pass
Through Trustee for each of the Pass Through Trusts, a Note having the
Series, maturity date and principal amount and bearing the interest
rate set forth on Schedule II opposite the name of such Pass Through
Trust.
(b) All payments pursuant to Section 1(a)(i) shall be made in
immediately available funds to such accounts and at such banks as United shall
designate on Schedule I or as it may otherwise designate in writing not less
than one Business Day prior to the Closing Date.
SECTION 1.A. Certain Definitions. (a) As used in this Agreement and
unless otherwise expressly provided, the following capitalized terms shall have
the following respective meanings:
"FAA" means the Federal Aviation Administration.
"Federal Aviation Act" means Title 49 of the United States Code
(Transportation), as amended.
"Fundamental Documents" shall mean, collectively (i) any document that
is a "Fundamental Document" under and as defined in any Indenture and (ii) any
amendment to any of the foregoing executed in connection with the transactions
contemplated hereby.
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[(2000-2) Note Purchase Agreement]
"Operative Documents" shall mean any document that is an Operative
Document under an Indenture.
(b) Unless otherwise specifically defined herein, capitalized
terms used in this Agreement shall have the respective meanings specified in the
Intercreditor Agreement.
SECTION 2. [Reserved.]
SECTION 3. Conditions Precedent. (a) Conditions Precedent to the
Obligations of the Pass Through Trustee. The obligation of the Pass Through
Trustee to make the payments described in Section 1(a)(i) and to enter into the
Fundamental Documents to which it is a party are subject to the fulfillment, on
or prior to the Closing Date, of the following conditions precedent:
(i) No change shall have occurred after the date of
the execution and delivery of this Agreement in applicable law or
regulations thereunder or interpretations thereof by appropriate
regulatory or judicial authorities which, in the opinion of each Pass
Through Trustee, would make it a violation of law or regulations for
the Pass Through Trustee to make the payments described in Section
1(a), to execute, deliver and perform the Fundamental Documents, to
acquire the Notes or to realize the security afforded by the
Indentures.
(ii) United shall have tendered the Notes to the
applicable Indenture Trustee for authentication and shall have tendered
the Notes to the Subordination Agent on behalf of the Pass Through
Trustee in accordance with Section 1.
(iii) The Pass Through Trustee shall have received
duly authorized and validly executed counterparts or conformed copies
of the following documents in form and substance satisfactory to the
Pass Through Trustee and all such documents shall be in full force and
effect:
(A) this Agreement;
(B) the Basic Pass Through Trust Agreement
and each Trust Supplement;
(C) the Intercreditor Agreement;
(D) the Liquidity Facility for each of the
Class A-1 Trust, the Class A-2 Trust, the Class B Trust and
the Class C Trust;
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[(2000-2) Note Purchase Agreement]
(E) the Indentures; and
(F) the Underwriting Agreement.
(iv) Uniform Commercial Code financing statements
covering all the security interests created by or pursuant to the
Granting Clause of each Indenture shall have been executed and
delivered by United and the relevant Indenture Trustee, and such
financing statements shall have been duly filed or arrangements
satisfactory to the Pass Through Trustee shall have been made for
filing within 10 days after the Closing Date, with the Secretary of
State of the State of Illinois and any other places deemed necessary or
advisable.
(v) The Pass Through Trustee shall have received the
following, in each case in form and substance satisfactory to it:
(A) a certified copy of the Restated
Certificate of Incorporation and By-Laws of United and a copy
of resolutions of the board of directors of United or the
executive committee thereof, certified by the Secretary or an
Assistant Secretary of United, duly authorizing the execution,
delivery and performance by United of this Agreement and each
other Fundamental Document required to be executed and
delivered by United in accordance with the provisions hereof
and thereof;
(B) a copy of the organizational documents,
by-laws and general authorizing resolutions of the boards of
directors (or executive committees) or other satisfactory
evidence of authorization of each Indenture Trustee and the
Subordination Agent, certified as of the Closing Date by the
Secretary or an Assistant Secretary of such parties,
respectively, which authorize the execution, delivery and
performance by each Indenture Trustee and the Subordination
Agent, respectively, of all the Fundamental Documents to which
it is a party, together with such other documents and evidence
with respect to each Indenture Trustee and the Subordination
Agent as the Pass Through Trustee may reasonably request in
order to establish the consummation of the transactions
contemplated by this Agreement, the taking of all corporate
proceedings in connection therewith and compliance with the
conditions herein set forth; and
(C) a certificate signed by the Secretary or
an Assistant Secretary of each of United, each Indenture
Trustee and the Subordination Agent as to the Person or
Persons authorized to execute and deliver this Agreement and
any other Fundamental Document to be executed on behalf of
such party in
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[(2000-2) Note Purchase Agreement]
connection with the transactions contemplated hereby and as to
the signature of such Person or Persons.
(vi) On the Closing Date, (A) the representations and
warranties of United contained in Section 4 and the representations and
warranties of each Indenture Trustee and the Subordination Agent
contained in Section 5 shall be true and correct in all material
respects as though made on and as of such date, except to the extent
that such representations and warranties relate solely to an earlier
date (in which case such representations and warranties shall have been
true and correct in all material respects on and as of such earlier
date), and (B) no event shall have occurred and be continuing, or would
result from the transactions contemplated hereby, which constitutes (or
would, with the passage of time or the giving of notice or both,
constitute) an Indenture Default under any Indenture.
(vii) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee from (A) the General
Counsel or Assistant General Counsel for United and (B) Vedder, Price,
Kaufman & Kammholz, special counsel for United, in each case with
respect to such matters and in form and substance reasonably
satisfactory to the Pass Through Trustee.
(viii) The Pass Through Trustee shall have received
an opinion addressed to the Pass Through Trustee and United from (A) in
house German counsel of the Liquidity Provider, and (B) Shearman &
Sterling, special counsel for the Liquidity Provider, in each case in
form and substance reasonably satisfactory to the Pass Through Trustee.
(ix) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from Lytle
Soule & Curlee, special counsel in Oklahoma City, Oklahoma, in form and
substance reasonably satisfactory to the Pass Through Trustee.
(x) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from Bingham
Dana LLP, special counsel for the Indenture Trustees and the Pass
Through Trustee, in form and substance reasonably satisfactory to the
Pass Through Trustee.
(xi) The Pass Through Trustee shall have received an
opinion addressed to the Pass Through Trustee and United from Vedder,
Price, Kaufman & Kammholz, special New York counsel for United, in form
and substance reasonably satisfactory to the Pass Through Trustee.
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[(2000-2) Note Purchase Agreement]
(xii) The Pass Through Trustee shall have received an
independent insurance broker's report, and certificates of insurance,
in form and substance reasonably satisfactory to it, as to the due
compliance with the terms of Section 4.03 of each Indenture with
respect to the Aircraft.
(xiii) The Pass Through Trustee shall have received a
report from each of the Appraisers as to the base value of the
Aircraft, in form and substance satisfactory to the Pass Through
Trustee and United.
(xiv) The conditions precedent to the transactions
specified in the Underwriting Agreement shall have been satisfied (or
waived) in accordance with the terms thereof.
(xv) With respect to each Aircraft, the applicable
Indenture shall have been duly filed with the FAA.
(xvi) The conditions precedent under each
Participation Agreement relating to an Aircraft shall have been
satisfied (or waived) in accordance with the terms thereof.
Promptly upon the recording of the Indentures pursuant to the Federal Aviation
Act, United shall cause Lytle Soule & Curlee, special counsel in Oklahoma City,
Oklahoma, to deliver to the Pass Through Trustee an opinion as to the due
recording by the FAA of the Indentures and the lack of any intervening filings
with respect to the Aircraft.
(b) Conditions Precedent to the Obligations of United. The
obligations of United to participate in the transactions contemplated hereby and
to enter into the Fundamental Documents to which United is a party are all
subject to the fulfillment to the satisfaction of or waiver by United, on or
prior to the Closing Date, of the following conditions precedent:
(i) Those documents described in Section 3(a)(iii)
shall have been duly authorized, executed and delivered by the
respective party or parties thereto (other than United) in the manner
specified in Section 3(a)(iii), shall each be satisfactory in form and
substance to United, shall be in full force and effect on the Closing
Date, and an executed counterpart of each thereof shall have been
delivered to United or counsel for United.
(ii) United shall have received a copy of the
organizational documents, by-laws and general authorizing resolutions
of the boards of directors (or executive committees) or other
satisfactory evidence of authorization of each Indenture Trustee, the
Pass Through Trustee and the Subordination Agent, certified as of the
Closing Date by
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[(2000-2) Note Purchase Agreement]
the Secretary or an Assistant Secretary of each such party,
respectively, that authorize the execution, delivery and performance by
each Indenture Trustee, the Pass Through Trustee and the Subordination
Agent, respectively, of all the Fundamental Documents to which each
such party is a party, together with such other documents and evidence
with respect to each Indenture Trustee, the Pass Through Trustee and
the Subordination Agent as United or its counsel may reasonably request
in order to establish the consummation of the transactions contemplated
by this Agreement, the taking of all corporate proceedings in
connection therewith and compliance with the conditions set forth
herein.
(iii) A certificate signed by the Secretary or an
Assistant Secretary of each Indenture Trustee, the Pass Through Trustee
and the Subordination Agent as to the Person or Persons authorized to
execute and deliver this Agreement and any other Fundamental Document
to be executed on behalf of such party in connection with the
transactions contemplated hereby and as to the signature of such Person
or Persons.
(iv) The representations and warranties of each
Indenture Trustee, the Pass Through Trustee and the Subordination Agent
contained in Section 5 shall be true and correct in all material
respects as of the Closing Date as though made on and as of such date,
except to the extent that such representations and warranties relate
solely to an earlier date (in which event such representations and
warranties shall have been true and correct in all material respects on
and as of such earlier date).
(v) United shall have received the opinions set forth
in Sections 3(a)(vii)-3(a)(xi) (except receipt by United of the
opinions set forth in Sections 3(a)(vii) and 3(a)(xi) shall not be a
condition precedent to its obligations hereunder), in each case
addressed to United and dated the Closing Date and otherwise in form
and substance satisfactory to United.
(vi) United shall have received a copy of the reports
required to be delivered pursuant to Section 3(a)(xiii).
(vii) The conditions precedent to the transactions
specified in the Underwriting Agreement shall have been satisfied (or
waived) in accordance with the terms thereof.
(viii) No change shall have occurred after the date
of the execution and delivery of this Agreement in applicable law or
regulations thereunder or interpretations thereof by appropriate
regulatory authorities which, in the opinion of United, would make it a
violation of law or regulations for United to enter into any
transaction contemplated by the Fundamental Documents.
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SECTION 4. Representations, Warranties and Covenants of United. United
represents, warrants and covenants to the Pass Through Trustee and each
Indenture Trustee that:
(a) United is a corporation duly organized and validly
existing in good standing pursuant to the laws of the State of Delaware; is a
Citizen of the United States and a Certificated Air Carrier; has its chief
executive office (as such term is defined in Article 9 of the Uniform Commercial
Code) at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007; is duly
qualified to do business as a foreign corporation in each jurisdiction in which
it has intrastate routes or has its principal office or a major overhaul
facility, except where the failure to be so qualified would not have a material
adverse effect on the ability of United to perform its obligations under the
United Documents (as defined below); holds all material licenses, certificates,
permits and franchises from the appropriate agencies of the United States of
America and/or all other governmental authorities having jurisdiction, necessary
to authorize United to engage in and to carry on scheduled passenger service, in
each case as presently conducted, and has the corporate power and authority to
enter into and perform its obligations under this Agreement, the Notes issued
under the Indentures and each other Fundamental Document to which it is a party
(collectively, the "United Documents").
(b) The execution, delivery and performance by United of the
United Documents have been duly authorized by all necessary corporate action on
the part of United, do not require any stockholder approval, or approval or
consent of any trustee or holders of any indebtedness or obligations of United
except such as have been duly obtained, and none of the execution, delivery and
performance by United of such United Documents contravenes any law, judgment,
governmental rule, regulation or order binding on United or the certificate of
incorporation or by-laws of United or contravenes the provisions of, or
constitutes a default under, or results in the creation of any Lien (other than
Permitted Liens (as defined in the Indentures)) upon the property of United
under: (x) its certificate of incorporation or bylaws; or (y) any indenture,
mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan
or credit agreement or other agreement or instrument to which United is a party
or by which it or its properties may be bound or affected, except for any such
contravention, default or Lien pertaining to an agreement of the type listed in
clause (y) of this Section that, individually or in the aggregate, would be
reasonably unlikely to have a material adverse effect on the ability of United
to perform its obligations under the United Documents.
(c) Neither the execution and delivery by United of the United
Documents nor the performance by United of its obligations thereunder require
the consent or approval of, the giving of notice to, the registration with, or
the taking of any other action in respect of any federal, state, local or
foreign government authority or agency, except for (A) the qualification of the
Pass Through Trust Agreements under the Trust Indenture Act of 1939, as amended,
pursuant to an order of the Securities and Exchange Commission, (B) the
registrations and filings referred to in Section 3(a)(iv), (C) authorizations,
consents, approvals, actions, notices and filings
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[(2000-2) Note Purchase Agreement]
required to be obtained, taken, given or made which have been duly obtained and
are in full force and effect or the failure of which to obtain, take, give or
make would not have a material adverse effect on the financial condition,
properties or results of operations of United or on the ability of United to
perform its obligations under the United Documents, (D) any normal periodic and
other reporting requirements under the applicable rules and regulations of the
FAA to the extent required to be given or obtained only after the Closing Date,
and (E) the recordings with the FAA described in the opinion referred to in
Section 3(a)(ix).
(d) Each of the United Documents has been duly executed and
delivered by United and constitutes legal, valid and binding obligations of
United enforceable against United in accordance with the terms thereof, except
as the same may be limited by (a) applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally, (b) by general principles of equity, whether
considered in a proceeding at law or in equity, (c) in the case of indemnity
provisions contained in such documents, public policy considerations, and (d) in
the case of the Indentures, applicable laws which may affect the remedies
provided in the Indentures, which laws, however, do not make the remedies
provided in the Indentures inadequate for practical realization of the benefits
intended to be afforded thereby.
(e) There has not occurred any event which constitutes an
Indenture Default under any Indenture which is presently continuing and there
has not occurred any event which constitutes or would, with the passage of time
or the giving of notice, or both, constitute an Event of Loss (as defined in the
applicable Indenture) under any Indenture.
(f) Neither United nor anyone acting on behalf of United has
offered any interest in any Pass Through Certificate or any Note in a manner
which would violate the Securities Act of 1933, as amended, the regulations
thereunder, administrative and judicial interpretation thereof or the securities
laws, rules or regulations of any state.
(g) Neither United nor any subsidiary of United is an
"investment company" or a company "controlled by an investment company" within
the meaning of the Investment Company Act of 1940, as amended.
(h) Except for the proceedings described in the discussion of
Legal Proceedings in United's Annual Report on Form 10-K for the year ended
December 31, 1999 and subsequently filed Form 10-Qs filed prior to the Closing
Date, there are no pending or, to the knowledge of United, threatened actions or
proceedings before any court or administrative agency which individually (or in
the aggregate in the case of any group of related lawsuits) would have a
material adverse effect on the ability of United to perform its obligations
under the United Documents or that seek to set aside, restrain, enjoin or
prevent the consummation of this
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[(2000-2) Note Purchase Agreement]
Agreement, the other Fundamental Documents or the transactions contemplated
hereby or thereby.
(i) None of the proceeds from the issuance of the Notes will
be used directly or indirectly by United to purchase or carry any "margin stock"
as such term is defined in Regulation T or U of the Board of Governors of the
Federal Reserve System.
(j) United agrees to pay to the Subordination Agent any
amounts required to be paid by the Subordination Agent pursuant to Sections
2.03, 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 of any Liquidity Facility.
(k) United agrees to give each Indenture Trustee and the Pass
Through Trustee at least 30 days' prior written notice of any relocation of its
chief executive office from its present location.
(l) If United were to become a debtor under the Bankruptcy
Code, each Indenture Trustee, as secured party under the related Indenture,
would be entitled to the benefits of Section 1110 of the Bankruptcy Code with
respect to the relevant Aircraft.
(m) Each Aircraft has been duly certified by the FAA as to
type and airworthiness and such certification remains in full force and effect.
(n) With respect to the Aircraft, the applicable Indenture has
been duly filed for recording with the FAA pursuant to the Federal Aviation Act.
SECTION 5. Representations, Warranties and Covenants of Other Parties.
Each of the parties below represents, warrants and covenants to each of the
other parties to this Agreement as follows:
(a) Each Indenture Trustee represents, warrants and covenants
that:
(i) such Indenture Trustee is a national banking
association duly organized, validly existing and in good standing under
the laws of the United States of America, is a "citizen of the United
States" as defined in 49 U.S.C. Section 40102(a)(15) (without making
use of a voting trust agreement, voting powers agreement or similar
arrangements) and will resign as Indenture Trustee promptly after it
obtains actual knowledge that it has ceased to be such a citizen, and
has, or had on the respective dates of execution thereof, the full
corporate power, authority and legal right under the laws of the State
of Connecticut and the United States of America pertaining to its
banking, trust and fiduciary powers to execute and deliver this
Agreement and each other Fundamental
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[(2000-2) Note Purchase Agreement]
Document to which it is a party, to authenticate the Notes and to carry
out its obligations under this Agreement and each other Fundamental
Document to which it is a party;
(ii) the execution and delivery by such Indenture
Trustee of this Agreement and each other Fundamental Document to which
it is a party, the authentication of the Notes and the performance by
such Indenture Trustee of its obligations under this Agreement and each
other Fundamental Document to which it is a party have been duly
authorized by such Indenture Trustee and will not violate its charter
or by-laws, the provisions of any indenture, mortgage, contract or
other agreement to which it is a party or by which it is bound or any
federal or Connecticut law or regulation relating to the banking, trust
or fiduciary powers of such Indenture Trustee;
(iii) this Agreement and each other Fundamental
Document to which such Indenture Trustee is a party have been duly
authorized, executed and delivered by such Indenture Trustee; this
Agreement constitutes, and each Fundamental Document to which such
Indenture Trustee is a party, when it has been executed and delivered
by such Indenture Trustee, will constitute, the legal, valid and
binding obligations of such Indenture Trustee enforceable against it in
accordance with their respective terms, except as the same may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally
and by general principles of equity, whether considered in a proceeding
at law or in equity;
(iv) no consent, approval, order or authorization of,
giving of notice to, or registration or filing with, or taking of any
other action in respect of, any Connecticut state or local governmental
authority or agency or any United States federal governmental authority
or agency regulating the banking or trust powers of such Indenture
Trustee is required for the execution and delivery of, or the carrying
out by, such Indenture Trustee, of any of the transactions contemplated
by any of the Fundamental Documents to which such Indenture Trustee is
or is to be a party, other than any such consent, approval, order,
authorization, registration, notice or action as has been duly
obtained, given or taken; and
(v) there are no pending or threatened actions or
proceedings against such Indenture Trustee before any court or
administrative agency which, if determined adversely to it, would have
a material adverse effect on the ability of such Indenture Trustee to
perform its obligations under this Agreement or any other Fundamental
Document executed by such Indenture Trustee in connection with the
transactions contemplated by the Fundamental Documents.
(b) the Pass Through Trustee represents, warrants and
covenants that:
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(i) the Pass Through Trustee is a national banking
association duly organized, validly existing and in good standing under
the laws of the United States of America, and has the full corporate
power, authority and legal right under the laws of the State of
Connecticut and the United States of America pertaining to its banking,
trust and fiduciary powers to execute and deliver this Agreement and
each other Fundamental Document to which it is a party and to perform
its obligations hereunder and thereunder;
(ii) this Agreement and each other Fundamental
Document to which the Pass Through Trustee is a party have been duly
authorized, executed and delivered by the Pass Through Trustee; this
Agreement and each other Fundamental Document to which the Pass Through
Trustee is a party constitute the legal, valid and binding obligations
of the Pass Through Trustee enforceable against it in accordance with
their respective terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles
of equity, whether considered in a proceeding at law or in equity;
(iii) none of the execution, delivery and performance
by the Pass Through Trustee of this Agreement or any other Fundamental
Document to which the Pass Through Trustee is a party, the purchase by
the Pass Through Trustee of the Notes pursuant to this Agreement, or
the issuance and sale of the Pass Through Certificates pursuant to the
Pass Through Trust Agreements, and the Purchase Agreements, contravenes
any law, rule or regulation of the State of Connecticut or any United
States governmental authority or agency regulating the Pass Through
Trustee's banking, trust or fiduciary powers or any judgment or order
applicable to or binding on the Pass Through Trustee and do not
contravene or result in any breach of, or constitute a default under,
the Pass Through Trustee's charter or by-laws or any agreement or
instrument to which the Pass Through Trustee is a party or by which it
or any of its properties may be bound;
(iv) neither the execution and delivery by the Pass
Through Trustee of this Agreement or any of the other Fundamental
Documents to which the Pass Through Trustee is a party, nor the
consummation by the Pass Through Trustee of any of the transactions
contemplated hereby or thereby, requires the consent or approval of,
the giving of notice to, the registration with, or the taking of any
other action with respect to, any Connecticut governmental authority or
agency or any Federal governmental authority or agency regulating the
Pass Through Trustee's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Pass Through
Trustee imposed by the State of Connecticut or any political
subdivision or taxing authority thereof in connection with the
execution, delivery and performance by the Pass Through Trustee of this
Agreement or any other Fundamental Document to which the Pass Through
Trustee
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is a party (other than franchise or other taxes based on or measured by
any fees or compensation received by the Pass Through Trustee for
services rendered in connection with the transactions contemplated by
the Pass Through Trust Agreements), and there are no Taxes payable by
the Pass Through Trustee imposed by the State of Connecticut or any
political subdivision thereof in connection with the acquisition,
possession or ownership by the Pass Through Trustee of any of the Notes
(other than franchise or other taxes based on or measured by any fees
or compensation received by the Pass Through Trustee for services
rendered in connection with the transactions contemplated by the Pass
Through Trust Agreements);
(vi) there are no pending or threatened actions or
proceedings against the Pass Through Trustee before any court or
administrative agency which individually or in the aggregate, if
determined adversely to it, would have a material adverse effect on the
ability of the Pass Through Trustee to perform its obligations under
this Agreement or any other Fundamental Document to which the Pass
Through Trustee is a party;
(vii) except for the issue and sale of the Notes
contemplated hereby, the Pass Through Trustee has not directly or
indirectly offered any Notes for sale to any Person or solicited any
offer to acquire any Notes from any Person, nor has the Pass Through
Trustee authorized anyone to act on its behalf to offer directly or
indirectly any Note for sale to any Person, or to solicit any offer to
acquire any Note from any Person; and the Pass Through Trustee is not
in default under any Pass Through Trust Agreement; and
(viii) the Pass Through Trustee is not directly or
indirectly controlling, controlled by or under common control with
United.
(c) the Subordination Agent represents, warrants and
covenants that:
(i) the Subordination Agent is a national banking
association duly organized, validly existing and in good standing under
the laws of the United States of America, and has the full corporate
power, authority and legal right under the laws of the State of
Connecticut and the United States of America pertaining to its banking,
trust and fiduciary powers to execute and deliver this Agreement and
each other Fundamental Document to which it is a party and to perform
its obligations hereunder and thereunder;
(ii) this Agreement and each other Fundamental
Document to which it is a party have been duly authorized, executed and
delivered by the Subordination Agent; this Agreement and each other
Fundamental Document to which it is a party constitute the legal, valid
and binding obligations of the Subordination Agent enforceable against
it in accordance with their respective terms, except as the same may be
limited by
13
<PAGE> 16
[(2000-2) Note Purchase Agreement]
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights of creditors generally and by general
principles of equity, whether considered in a proceeding at law or in
equity;
(iii) none of the execution, delivery and performance
by the Subordination Agent of this Agreement or any other Fundamental
Document to which the Subordination Agent is a party contravene any
law, rule or regulation of the State of Connecticut or any United
States governmental authority or agency regulating the Subordination
Agent's banking, trust or fiduciary powers or any judgment or order
applicable to or binding on the Subordination Agent and does not
contravene or result in any breach of, or constitute a default under,
the Subordination Agent's charter or by-laws or any agreement or
instrument to which the Subordination Agent is a party or by which it
or any of its properties may be bound;
(iv) neither the execution and delivery by the
Subordination Agent of this Agreement or any other Fundamental Document
to which the Subordination Agent is a party nor the consummation by the
Subordination Agent of any of the transactions contemplated hereby or
thereby requires the consent or approval of, the giving of notice to,
the registration with, or the taking of any other action with respect
to, any Connecticut governmental authority or agency or any federal
governmental authority or agency regulating the Subordination Agent's
banking, trust or fiduciary powers;
(v) there are no Taxes payable by the Subordination
Agent imposed by the State of Connecticut or any political subdivision
or taxing authority thereof in connection with the execution, delivery
and performance by the Subordination Agent of this Agreement or any
other Fundamental Document to which the Subordination Agent is a party
(other than franchise or other taxes based on or measured by any fees
or compensation received by the Subordination Agent for services
rendered in connection with the transactions contemplated by the
Intercreditor Agreement or any Liquidity Facility), and there are no
Taxes payable by the Subordination Agent imposed by the State of
Connecticut or any political subdivision thereof in connection with the
acquisition, possession or ownership by the Subordination Agent of any
of the Notes (other than franchise or other taxes based on or measured
by any fees or compensation received by the Subordination Agent for
services rendered in connection with the transactions contemplated by
the Intercreditor Agreement or any Liquidity Facility);
(vi) there are no pending or threatened actions or
proceedings against the Subordination Agent before any court or
administrative agency which individually or in the aggregate, if
determined adversely to it, would materially adversely affect the
ability of the Subordination Agent to perform its obligations under
this Agreement or any other Fundamental Document to which the
Subordination Agent is a party;
14
<PAGE> 17
[(2000-2) Note Purchase Agreement]
(vii) the Subordination Agent has not directly or
indirectly offered any Notes for sale to any Person or solicited any
offer to acquire any Notes from any Person, nor has the Subordination
Agent authorized anyone to act on its behalf to offer directly or
indirectly any Note for sale to any Person, or to solicit any offer to
acquire any Note from any Person; and the Subordination Agent is not in
default under any Liquidity Facility; and
(viii) the Subordination Agent is not directly or
indirectly controlling, controlled by or under common control with
United.
SECTION 6. Notices. Unless otherwise specifically provided herein, all
notices required or permitted by the terms of this Agreement shall be in English
and in writing, and any such notice shall become effective five days after being
deposited in the United States mail, with proper postage for first-class
registered or certified mail prepaid, or when delivered personally or, if
promptly confirmed by mail as provided above, when dispatched by facsimile or
other written telecommunication, addressed, if to United, the Pass Through
Trustee, the Subordination Agent or any Indenture Trustee, at their respective
addresses or facsimile numbers set forth on Schedule 1.
SECTION 7. Expenses. All of the reasonable out-of-pocket costs, fees
and expenses incurred by the Pass Through Trustee, the Subordination Agent, the
Liquidity Provider and the Indenture Trustees in connection with the
transactions contemplated by this Agreement shall be paid on or prior to the
Closing Date by United on a net after-tax basis.
SECTION 8. Miscellaneous. (a) Provided that the transactions
contemplated hereby have been consummated, and except as otherwise provided for
herein, the representations, warranties and agreements herein of United, each
Indenture Trustee, the Subordination Agent and the Pass Through Trustee, and
United's, each Indenture Trustee's, the Subordination Agent's and the Pass
Through Trustee's obligations hereunder, shall survive the expiration or other
termination of this Agreement and the other agreements referred to herein.
(b) This Agreement may be executed in any number of
counterparts and each counterpart of this Agreement, including a signature page
executed by each of the parties hereto, shall be an original counterpart of this
Agreement, but all of such counterparts together shall constitute one
instrument. Neither this Agreement nor any of the terms hereof may be
terminated, amended or waived orally, but only by an instrument in writing
signed by the party against which the enforcement of the termination, amendment
or waiver is sought; and no such termination, amendment or waiver shall be
effective unless a signed copy thereof shall have been delivered to each
Indenture Trustee. The table of contents preceding this Agreement and the
headings of the various Sections of this Agreement are for convenience of
reference only and
15
<PAGE> 18
[(2000-2) Note Purchase Agreement]
shall not modify, define, expand or limit any of the terms or provisions hereof.
The terms of this Agreement shall be binding upon, and shall inure to the
benefit of, United and its successors and permitted assigns, the Pass Through
Trustee and its successors as Pass Through Trustee (and any additional trustee
properly appointed) under any of the Trust Supplements, any Indenture Trustee
and its successors as Indenture Trustee (and any additional Indenture Trustee
properly appointed) under any Indenture and the Subordination Agent and its
successors as Subordination Agent under the Intercreditor Agreement.
(c) This Agreement is not intended to, and shall not, provide
any Person not a party hereto with any rights of any nature whatsoever against
any of the parties hereto, and no Person not a party hereto shall have any
right, power or privilege in respect of, or have any benefit or interest arising
out of, this Agreement; provided, however, that each of the parties hereto
agrees and acknowledges that the Liquidity Provider shall be a third party
beneficiary of each of the representations and warranties made herein by such
party, and that the Liquidity Provider may rely on such representations and
warranties to the same extent as if such representations and warranties were
made to the Liquidity Provider directly. The terms of this Agreement shall inure
to the benefit of the Liquidity Provider, its successors and permitted assigns.
(d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW)), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
(e) Each of the parties hereto hereby irrevocably and
unconditionally:
(i) submits for itself and its property in any legal
action or proceeding relating to this Agreement or any other
Fundamental Document, or for recognition and enforcement of any
judgment in respect hereof or thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the
United States of America for the Southern District of New York, and the
appellate courts from any thereof;
(ii) consents that any such action or proceeding may
be brought in such courts, and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;
16
<PAGE> 19
[(2000-2) Note Purchase Agreement]
(iii) agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form and
mail, postage prepaid, to each party hereto at its address set forth in
Schedule I, or at such other address of which the other Person shall
have been notified pursuant thereto; and
(iv) agrees that nothing herein shall affect the
right to effect service of process in any other manner permitted by law
or shall limit the right to sue in any other jurisdiction.
(f) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED,
including contract claims, tort claims, breach of duty claims and all other
common law and statutory claims. Each of the parties warrants and represents
that it has reviewed this waiver with its legal counsel, and that it knowingly
and voluntarily waives its jury trial rights following consultation with such
legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY
OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
[signature pages follow]
17
<PAGE> 20
[(2000-2) Note Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
UNITED AIR LINES, INC.
By: /s/ JEFFREY T. KAWALSKY
-------------------------------------------
Name: Jeffrey T. Kawalsky
Title: Assistant Treasurer
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, not in its individual capacity,
except as otherwise provided herein, but solely
as Indenture Trustee, Pass Through Trustee and
Subordination Agent
By: /s/ JOHN G. CORREIA
-------------------------------------------
Name: John G. Correia
Title: Assistant Vice President
18
<PAGE> 21
[(2000-2) Note Purchase Agreement]
SCHEDULE I to
Note Purchase Agreement
NAMES; ADDRESSES AND WIRE INSTRUCTIONS
UNITED:
Address for Notices:
If by U.S. Mail
United Air Lines, Inc.
P.O. Box 66100
WHQFT
Chicago, IL 60666
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
If by Overnight Delivery Service
United Air Lines, Inc.
1200 East Algonquin Road
WHQFT
Elk Grove Township, IL 60007
Attention: Vice President and Treasurer
Telecopy: (847) 700-7117
PASS THROUGH TRUSTEE, SUBORDINATION AGENT AND INDENTURE TRUSTEE:
Address for Notices:
State Street Bank and Trust Company
of Connecticut, National Association
225 Asylum Street
Goodwin Square
Hartford, Connecticut 06103
Attention: Corporate Trust Division
Telecopy: (860) 244-1881
and
<PAGE> 22
[(2000-2) Note Purchase Agreement]
State Street Bank and Trust Company
of Connecticut, National Association
c/o 2 Avenue de Lafayette, 6th Floor
Boston, Massachusetts 02111-1724
Attention: Corporate Trust
Telecopy: (617) 662-1465
I-2
<PAGE> 23
[(2000-2) Note Purchase Agreement]
SCHEDULE II to
Note Purchase Agreement
NOTES,
PURCHASERS AND PURCHASE PRICE
<TABLE>
<CAPTION>
Series Purchaser Interest Rate Principal Amount
------ --------- ------------- ----------------
<S> <C> <C> <C>
Series A-1 Notes 2000-2A-1 Pass Through Trust 7.032% $349,873,000
Series A-2 Notes 2000-2A-2 Pass Through Trust 7.186% $732,770,000
Series B Notes 2000-2B Pass Through Trust 7.811% $271,585,000
Series C Notes 2000-2C Pass Through Trust 7.762% $151,439,000
</TABLE>
